home Business blogs How to formalize the sale of a share of a company to a third party. Sale of a share of a member of an LLC to a third party

How to formalize the sale of a share of a company to a third party. Sale of a share of a member of an LLC to a third party

What are the entries to reflect the sale of a share owned by the company to a third party?

The article will explain to a third party how an organization reflects the sale of a share owned by a company in accounting.

Question: LLC, UK = 250,000 r, 3 participants. One of the participants left the company and received the actual value of the share (500,000 rubles), the share was transferred to the company (debit account 81,500,000 rubles). Later, the share was sold to a third party for a nominal value (83,300 rubles).

Answer: In accounting, the operations described in the question, up to the sale of the share transferred to the LLC, to a third party, reflect the following entries:

Debit 81 Credit 75 sub-account "Outgoing Participant" - 500,000 rubles. – reflected the transfer of the share of the withdrawing participant to the LLC;

Debit 75 sub-account "Withdrawing Participant" Credit 50 (51) - the actual value of the share was paid to the exiting participant;

Debit 80 subaccount "Outgoing Participant" Credit 80 subaccount "LLC" - 83,300 rubles. - reflects the nominal value of the share that passed from the withdrawing participant to the LLC;

Debit 75 subaccount " New Member» Credit 91-1 - 83,300 rubles. – the share of the retired participant was sold to a new participant;

Debit 91-2 Credit 81 - 500,000 rubles. - the actual (actual) cost of the share being sold was written off;

Debit 50 (51) Credit 75 sub-account "New Participant" - the share is paid by the new participant;

Debit 80 subaccount "LLC" Credit 80 subaccount "New Member" - 83,300 rubles. - reflects the change in the composition of participants.

How to pay the founder when leaving the LLC

Accounting: payment of a share

How to reflect in accounting the payment of a participant's share when he leaves the LLC

Settlements with the founder (participant) can be both in money and in property (with his consent). This must be done within three months from the date the participant submits an application for withdrawal from the company, unless another period is provided for in the charter (clause 6.1 of article 23 of the Law of February 8, 1998 No. 14-FZ).

Reflect the payment of the actual value of the share by posting:

Debit 75 subaccount "Participant" Credit 51 (50)
- the actual value of the participant's share is paid minus the personal income tax withheld.

An example of the payment of the actual value of the share when the founder leaves the LLC. Book value net assets organizations corresponds to their market value

Gromova decided to withdraw from the founders. Gromova's withdrawal statement was received by Hermes on July 16. To pay the share, the Hermes accountant calculated its actual value. According to the balance sheet for the first half of the year, the value of the net assets of the organization is 1,080,000 rubles. The actual value of Gromova's share is 270,000 rubles. (25,000 rubles: 100,000 rubles x 1,080,000 rubles).

Debit 81 Credit 75 subaccount "Participant Gromov"
- 270,000 rubles. – reflects the transfer of Gromova's share to the organization;

Debit 80 subaccount "Participant Gromov" Credit 80 subaccount " Trading company"Hermes""
- 25,000 rubles. - reflects the nominal value of the share that passed to Hermes.

On August 20, the Hermes cashier paid Gromova the amount due to her. Gromova is a resident of Russia. On this day, the accountant made the following entries:

Debit 75 subaccount "Participant Gromov" Credit 68 subaccount "Calculations for personal income tax"
- 35,100 rubles. (270,000 rubles x 13%) - personal income tax withheld from the actual value of Gromova's share;

Debit 75 subaccount "Participant Gromov" Credit 50
- 234,900 rubles. (270,000 rubles - 35,100 rubles) - the participant was paid the actual value of his share in the authorized capital.

Accounting: transfer of a participant's share to an organization

How to reflect in accounting the transfer of a participant's share to the organization when he leaves the LLC

Upon receipt of an application for the withdrawal of the founder (participant) from the company in accounting, make the following entry:

Debit 81 Credit 75 sub-account "Participant"
- reflects the transfer of the share of the participant to the organization.

An example of the reflection in accounting of the sale by a company of a share of a retired participant to a third party

The authorized capital of OOO Trading Firm Germes is 100,000 rubles. It is divided into shares between three participants:

share A.V. Lviv - 25,000 rubles;

share E.E. Thunder - 25,000 rubles;

share of V.K. Volkov - 50,000 rubles.

Volkov decided to withdraw from the participants. On July 16, his application for withdrawal was received by the organization. The actual value of Volkov's share is 220,000 rubles.

The following entries were made in the accounting of the organization:

Debit 81 Credit 75 subaccount "Participant Volkov"
- 220,000 rubles. - reflects the transfer of Volkov's share to the organization;

Debit 80 subaccount "Participant Volkov" Credit 80 subaccount "Hermes Trading Company"
-50 000 rub. - reflects the nominal value of the share that passed to Hermes.

By decision general meeting participants, the share of the retired participant will be sold to a third party at its actual value (220,000 rubles)

Hello! In this article we will talk about the features of selling a share in an LLC.

Today you will learn:

Who has the priority right to purchase a share;
How to properly issue from the point of view of the law;
What tax will have to be paid on the income received.

Why you might need a share in an LLC

When several people decide , most often they . In order for the company to start functioning, it is necessary to collect. It consists of the contributions of each founder. The payment of one business owner in such capital is usually called a share.

Initially, the cost of one payment is quite small, since the company is just starting to function. But as the company's turnover increases, so do its assets.

The entire capital of the company is divided among the founders. Each of them has the right to count on the share that is proportional to his initial contribution. Therefore, with the growth of the assets of the company, the volume of the share also increases.

The acquisition of a share is a peculiar form. Today you invest a small amount, and after some time you sell a share at a higher one. This is considered the investor's profit. In addition to this fact, the share in the capital of an LLC means that its owner is a co-founder of the company and can contribute his own contribution to its management.

You can sell a share not only for purposes.

The reasons for the sale and purchase are:

The unwillingness of the founder to participate in the business;
Some disagreements with other members of society;
The company wants to increase the number of investors in the authorized capital (when new participants are involved as co-founders. This is done to increase the assets of the company);
The management decided to reduce the number of founders (then the shares are sold to the existing members of the LLC).

Who can sell your share

The law stipulates a list of persons who can become owners of shares in an LLC.

It is permissible to sell part of the authorized capital:

another member of the society;
To a third party (an outside person who is not related to the board of founders. They may be an individual, or);
To the company itself (such a transaction can be carried out by any owner of a share).

As you can see, the law has practically no restrictions on transactions with the sale of the authorized topping up of an LLC. It can be sold not only to the “internal” persons of the company, but also offered to outsiders or firms. It all depends on the information specified in, and the desires of the founders themselves.

By selling a share, you can enter the company or, conversely, exit a member by selling a share. This transaction contributes to the replacement of one owner by another, as well as a change in the existing share.

Sale of a share and participation of a notary

Transactions with the purchase and sale of a share in an LLC are regulated by notaries. They are the ones who carry out these operations.

Their activities are aimed at:

Control over the legality of the transfer of part of the capital;
Compliance with the norms of the law by the participants in the transaction and their compliance with this requirement;
Checking the consent of other members of the company for the sale.

The notary collects everything Required documents from present and future founders. Then he transfers them to the tax office before the expiration of three days.

Some operations are often carried out in an LLC without the intervention of a notary.

These transactions include:

Sale of a share between the remaining participants according to their shares in the authorized capital;
Acquisition of a share by the company itself (through the head);
Withdrawal of a person on a voluntary basis (this means that he does not claim any profit and receives compensation specified in the Charter or equal to the original price).

Purchase advantage

The charter of the company contains a lot of information regarding its activities. It also describes the subtleties of transactions with shares of the company. One of these features may be the pre-emptive right to purchase.

This right means that a particular person (or group of persons) has priority when buying parts of the capital. That is, as soon as one of the participants announces the sale of a personal share, the person with the priority right is the first to receive similar notice from the owner.

Preemptive right is usually given to the company itself or its members. This means that when the founder sells a share, first the decision on the expediency of buying the presented share is made by the members of the company. And if they refuse such a right, then the owner of a part in the authorized capital has the right to sell it to anyone, based on the law.

Violation of this pattern leads to claims from those who had an advantage according to the statutory documents. In other words, if you neglected the established norms and, secretly from the whole society, sold your part to an outsider (not related to the LLC), then you will be affected by litigation in the event that one of the participants wished to acquire your share.

Obtaining consent from the members of the company for the sale

The whole process of selling a share has several stages of coordination with the LLC participants. One of them is to notify the other founders of your intention to get rid of the part in the capital.

As soon as you decide to sell the share, inform the company itself, in the name of the director, as well as members of the company. You indicate that you are selling your own share at the indicated price.

Those participants who have the purchase priority must send an offer to sell the share. This is a special notice followed by a denial or consent. The latter is called acceptance and implies that the participants (participant) agree to become the owner of the share being sold.

If you have not received an accepted decision, then you can dispose of your own share at your discretion. After all participants give their consent to your transaction, you can proceed to paperwork and complete your business in the office of the company.

In the event that one of the participants does not agree to the sale of your share to another LLC on legal grounds, demand a decision through the court. It will take a lot of time, but in the end you will achieve your goal.

Sale of LLC shares: step by step instructions

If you intend to sell your own part of the authorized capital, then follow the following steps:

First, notify other participants of your personal intention (this can be official letters);
Send an offer to persons who have a priority right to purchase a share (they must make a decision within 30 days. If the participants immediately refused to purchase, then given term decreases automatically)
Collect all the necessary papers for the notary;
Go to the notary's office, where you will be asked to fill out an application (if there are several sellers, then there will be the same number of applicants. However, the law allows you to indicate all in one application by attaching additional applications);
The notary submits certified documents to the tax office;
The transaction is considered finally completed after the documents are considered by the tax authorities (the duration of the process is no more than 5 days);
As soon as the buyer has received the purchase agreement in his hands, he is obliged to inform the other participants of the LLC about his own entry into the company.

What documents accompany the purchase of a share

To carry out the sale of parts of the authorized capital, it is necessary to collect a large package of certificates for consideration by a notary.

Such documents include:

Written notification of other members of the company, including the director of his own intention;
Answers to the offer from the participants having priority in receiving the property of other members;
Approval of the transaction by the founders of the company (if necessary);
(if the share sale agreement is concluded between persons from the same LLC or the owner of the share and a third party);
Consent to the transaction from the spouse (s) (if married). In the event that the share was acquired during marriage and sold after a divorce, the permission of the former spouse (s) will still be required. It is allowed to transfer a marriage contract, which should indicate that the other party to the marriage is not entitled to a part of the capital in the LLC and cannot interfere with transactions of this nature;
Signed contract;
A document certifying the right to a part of the authorized capital of the company;
Fresh (valid for up to 5 days). Some notaries request them themselves online;
Passport of the future owner;
An extract confirming the number of owners of shares;
Certificate confirming that the share in the capital is paid by the owner;
A document confirming the receipt of money to the seller's account for a share (bank statement, receipts or payment order);
Certificate that the company is registered in accordance with the rules;
company charter;
meeting minutes;
Papers that can confirm the rights of the head;
Power of Attorney (if the transaction is carried out by another person from the seller).

We draw up a contract

An agreement containing all the necessary information about the parties to the transaction must be drawn up in writing and notarized. The further fate of the share and the relationship of the parties to the agreement depends on how the contract is drawn up correctly.

It must contain the following items:

Up-to-date information about the company;
The subject of the concluded agreement (it is the share itself, its size in the authorized capital and the sale price are indicated);
The conditions under which the alienation of capital takes place;
The procedure for the sale or conclusion of an agreement (timeframes are specified);
Rights and obligations of persons participating in the transaction;
The consequences of the sale for each party;
Measures to be taken in case of non-compliance with some points.

Sale with option to buy

Contracts that are concluded between the parties to the transaction may provide for special conditions. They imply specific cases of alienation of a part in the authorized capital. For example, a seller may wish to sell a personal interest in an LLC (to an executive) with a view to a subsequent buyout.

This operation is completely legal. Its implementation does not require a lot of time and collection of documents. The contract specifies all the features that are applied in practice.

In other words, the owner of the share decides to sell his share, and, for example, in a year he wants to restore his rights. This condition implies an increase in the value of the share for the period until its former owner resorts to the return of his own rights to it. This is beneficial not only to society, but also to the owner of the part in the capital.

LLC receives additional funds due to the turnover of its share, and the seller can use its cash equivalent on favorable terms. LLC regards such a process as an investment in the authorized capital of the company.

For the owner, this is an opportunity to take out a loan at a low interest rate, settle their affairs and at the same time not lose their rights to manage the LLC.

Is it possible to sell a share

Sometimes a participant is forced to part with his own share in the LLC. In some cases, its cost is high, and it will not be possible to quickly get rid of it. In practice, there are other reasons for selling your share in the capital to several persons. The law is on your side and allows you to independently form the proportions that make up your property in an LLC.

The price of a share that is put up for sale to another participant is regulated by the owner himself or is predetermined by the Charter. Sometimes attracted independent experts, which analyze a large amount of information and calculate the market value of the sale.

At the same time, it is set the same both for persons who have a priority right to receive it, and for third-party potential buyers.

The owner may sell part of the share between LLC members or third parties. Individuals and legal entities can become new owners of the sold property of an LLC at the same time. The law does not provide for a clear ratio of the proportions of one share, and therefore the owner can perform calculations in his own interests.

Share cost

Simple calculations allow us to determine approximate cost shares. For these purposes, you need to know the amount of net assets in monetary terms and the sum of all shares (authorized capital).

Example. When registering the company, a charter of 20,000 rubles was formed, in which each of the 4 participants contributed 5,000 rubles. The share of each founder is 5,000/20,000*100 = 25%. The value of the company's net assets at the time of exit of one of the Company's members amounted to 400,000 rubles. The actual share of one participant, which the Company must pay to him, will be: 400,000 * 25% = 100,000 rubles. Next, you need to calculate the difference between the value of net assets and the authorized capital in order to determine whether the amount is enough to pay the participant leaving the LLC: (400,000 - 20,000 = 380,000) rubles. We conclude: the difference is enough and authorized capital should not be reduced.

The amount received in the example is the real value of the share. However, only a specialist can indicate its exact value. Already on the basis of his data, the owner will determine the sale price.

In this case, the price does not have to be equal to the received value. It may vary up or down at the discretion of the owner. If the company's business is steadily going up, then the value of the shares will only grow due to the increase in the company's assets.

In this case, the seller will definitely not remain at a loss from the completed transaction for the alienation of the existing share in the LLC.

Features of the sale of shares

After the transaction is successfully completed, the LLC participants need to notify the bank where the company is opened about the changes.

Information about:

The new number and composition of the founders of the LLC;
The changed total amount of the authorized capital of the company.

It is also recommended that the company review all existing concluded contracts. One of the points specified in them may be the mandatory notification of the other party to the transaction about changes in information in the LLC. Then you will have to send official notices to business partners in order to inform about changes in the structure of society.

If a notary was involved in the transaction, then he can send the documents received from the tax by mail. He sends a certificate from the Unified State Register of Legal Entities to the address indicated as the legal address of the company in which the sale of the share was carried out.

The sold share becomes the property of a new person after new changes are made to the register of legal entities.

The date of the transaction is not considered the moment of transfer of rights from one owner to another.

Also, one of the important conditions for the implementation of the transaction due to the withdrawal of the participant from the structure of the company is the presence of at least two founders. The sole owner of an LLC does not have such a right. Only the sale of a share by a single participant is possible.

What payments are required for tax

If you sold a share in an LLC, then you received income. The latter is subject to mandatory declaration resulting in the payment of taxes.

For individuals the mandatory payment rate is:

13% for those who permanently reside in the territory of the Russian Federation;
30% for categories of persons belonging to non-residents.

It will be possible to avoid paying taxes on the sale of a share in the following cases:

The share has been owned for more than 5 years;
The sale was made at the purchase price.

How is the sale of shares accounted for?

Depending on which parties are involved in the transaction, the sale of a share is reflected in several postings in accounting. Consider examples with different sellers and buyers.

If part of the capital is owned by a legal entity, then it will display the sale as follows:

When acquiring parts in the authorized capital, a third-party company will reflect the following change in its accounting:

If a member of an LLC sells its own share to the company itselfby advance agreed price, then the latter will make entries like this:

The former participant of the LLC calculates from the profit from the sale of the share on his own, declaring the income received in tax office.

In case if former member, the Company compensates the cost of its share at the actual price - the difference between the value of net assets and the authorized capital, then when paying income, a tax of 13% must be withheld. The accounting entries will be as follows:

When a legal entity makes a sale to a non-LLC entity, the following entry will be made:

Dr.	Kt	Operation
80	80	Member change

In what cases is it possible to sell a share in an LLC? How is such a transaction formalized correctly, what federal law regulates it, and what is included in the package of documents required for the sale and purchase of a share in an LLC? We will talk about this in our article.

Transactions such as the purchase and sale of a share in an LLC are quite common in the business world, due to a change in the size of the share, the addition or withdrawal of LLC participants. The parties to the transaction for the sale and purchase of a share in an LLC are: current participants, a third party (future participant) and the LLC itself. Let us consider in more detail the main reasons for the purchase and sale of a share in an LLC:

Alienation of an LLC share: options for buying and selling a share

Regardless of who is a party to the agreement on the sale and purchase of a share in an LLC by using the authorized capital, the Law “On Companies with limited liability» Federal Law-No. 14, paragraph 11 of Art. 21 requires mandatory certification of such transactions by a notary.

Transactions for the sale and purchase of a share in an LLC may provide for several options for changing participants. Let's take a closer look at each of them.

1. Purchase and sale of a share between LLC participants. Each member of the Company has the right to sell his share (or part of it) to one or more members of the LLC. This transaction does not require the consent of other participants. In cases where the Charter of the organization contains a restriction in the form of a requirement for consent to the sale and purchase of a share of other participants, the latter must provide their consent or refusal in writing no later than 30 days. On the basis of the decisions of other members of the Company submitted to the General Director, the necessary documents and a contract for the sale of a share in an LLC are drawn up in a simple written form. At the notary, the presence of only the Seller of the share is sufficient.

The buyer of a share in an LLC becomes its full owner after state registration.

2. Purchase and sale of a share in an LLC between a member of the Company and a third party. This option for registering the purchase and sale of a share in an LLC is possible if there are refusals from other members of the Company and there are no restrictions on the sale of a share through the authorized capital to third parties. The seller of a share and its acquirer, having received at their disposal all the necessary documents from other participants in the LLC, must certify them in the presence of a notary.

It is important to note that a transaction for the sale and purchase of a share in an LLC between a member of the Company and a third party requires the consent of the spouses to complete it. The personal presence of the spouses at the notary at the time of the transaction is allowed, or it is necessary to provide such consent in a written, notarized form.

The buyer of a share in an LLC becomes its full owner from the moment of certification by a notary, who, in turn, must transfer all received documents to the registration authority. And only after registration of changes in the registry legal entities the purchaser of the share becomes a full member of the LLC, and the Seller, in turn, receives funds from the Buyer.

In cases where the share in the Company is redeemed in full, the seller member is obliged to withdraw from the LLC without further claims.

3. Purchase and sale of a share in an LLC between a participant and the Company itself. A limited liability company has the right to redeem a participant's share in the following cases:

if there is a prohibition in the Charter of the organization to sell shares to third parties;
in the absence of the consent of other participants in the LLC to sell the share to third parties and their desire to purchase it from the participant-seller.

In accordance with federal law The company is obliged to buy the share of a participant leaving the LLC voluntarily upon a written application. In this case, the share purchase and sale agreement is not notarized, and the registration of the transaction must be completed within 1 month. The share redeemed by the Company may be distributed among other participants and third parties (if this is not limited by the organization's charter) within 12 months. As practice shows, there is also an opposite situation, when the LLC itself offers the buyout of a share not to all participants in the Company. In such cases, the share purchase and sale agreement does not require notarization, the registration period is 7 days. The Society itself, represented by its leader, acts as the applicant.

Important! Based on Federal Law 312 “On Limited Liability Companies”, if not a single participant remains in the LLC, withdrawal from it is not allowed.

4. Purchase and sale of an LLC share between a third party and the Company directly. This version of the transaction is possible in cases where the share of the LLC is not redistributed among the members of the Company within 1 year, and it becomes necessary to sell it to third parties. Registration of the purchase and sale of a share of an LLC is carried out by concluding an agreement in a simple written form without certification by a notary. The seller is the Company represented by CEO, the Buyer - a third party, as a future member of the LLC. If the Charter of the organization provides for the consent of other participants to the sale of shares, they must be provided in writing.

If the Charter of the organization contains a restriction on the sale of a share of an LLC to third parties, it must be re-registered already with the changes made.

Purchase and sale of a share in an LLC: main stages

Registration of a transaction for the sale and purchase of a share in an LLC involves several main stages:

Preparation of the necessary package of documents and their certification by a notary.
Notarial certification of the contract and application for state registration.
State registration and making appropriate changes to the Unified State Register legal entities (USRLE).
Obtaining documents on state registration.

The contract for the sale of a share in an LLC must include:

subject of the agreement (information about the LLC and the share of the participant in the Company);
conditions and procedure for execution of a share purchase and sale transaction;
the value of a share in a certain money equivalent;
the consequences of the execution of a purchase and sale transaction for the buyer and seller;
additional conditions.

The package of documents required for registration of the purchase and sale of a share in an LLC includes:

the charter of the Society in new edition, as amended regarding the change in the composition of participants;
agreement for the sale of a share of an LLC;
a photocopy of the certificate of state registration of the LLC;
a photocopy of the certificate of registration with the tax authority;
notification of the Company and all participants of the LLC about the sale of a share (in cases where the participant is not the only one);
a written refusal or consent of other participants of the LLC for the purchase and sale of a share;
a written decision to sell its share in the LLC;
a document confirming the fact of the formation of the authorized capital;
extract from the Unified State Register of Legal Entities, which is valid for no more than 10 days;
written consent of one of the spouses (if necessary);
a document confirming the legal acquisition of a share in the LLC (notarized contract of sale, certificate of inheritance, application and protocol on admission to the Company);
a document confirming the payment of the LLC share (bank payment order, bank statement, etc.) is provided in case of payment in cash;
a document confirming the increase in the authorized capital by property (balance statement, property valuation act and act of acceptance and transfer of property to the organization's balance sheet).

State registration of a contract for the sale and purchase of a share in an LLC

To alienate a share in an LLC and register changes with the tax office, you must submit an application in the prescribed form. Registration of purchase and sale of a share is carried out on the basis of an agreement signed in 2 copies. The applicant is the seller - a member of the LLC. If the Seller is a legal entity, it is allowed to participate as an applicant by a representative of the head of the organization by proxy. In the event that several participants act as Sellers at once, there must be the same number of applicants, and the sales contract may include annexes in the amount equal to the number of participants in the transaction. Upon completion of the transaction at the notary, the latter must, within 3 days, submit an application form to the registering tax authority. Within 5 working days, documents can be received both personally by the applicant and by an official authorized representative. In cases where documents are sent by a notary by post, a certificate of making the relevant entry in the Unified State Register of Legal Entities together with an extract will be sent to legal address LLC in which the share was sold.

Members of the Company do not always use their pre-emptive right to purchase a share in authorized capital, which is put up for sale by one of the Founders. In such cases, a scheme can be implemented with the sale of a share in an LLC to a third party, if this is not prohibited by the company's Charter.

Before starting the procedure for selling a share in the authorized capital, it is required to determine whether it is paid in full or in part. An appropriate extract from the Unified State Register of Legal Entities is also required, confirming the Participant's right to a share. If there are no problems with this, you should check the possibility of alienating the share to a third party, as there may be a ban. This may require the consent of all Members of the Company. If there are no prohibitions and consent is not required, then other Founders can use their pre-emptive right to purchase a share at the price that the seller named for a third party, or at the nominal price prescribed in the Charter.

Usually, the Charter prescribes the need for consent to the sale of a share in the authorized capital to a third party. This position helps to protect the company from raider attacks, makes the Company more protected from easy penetration of unwanted persons into its structure and helps to avoid many other problems. In this regard, we give the order of the main actions in such situations.

The sale of a share in the authorized capital to a third party requires notarization of the transaction as normative act. Without a notarization, such an operation cannot be considered completed. In order for the notary to make the necessary verdict, the seller should provide documents confirming his authority to dispose of the shares being sold.

But notarial certification is not the end of the whole procedure for selling a share to a third party. The notary must, within 3 days after the transaction is certified, submit to the registering authority an application for making changes to the Unified State Register of Legal Entities. This application must be signed by the Selling Member and accompanied by an agreement or other document confirming the basis for the transfer of the share. Copies of the same documents are transferred by the notary to the Company, the share of the authorized capital of which was sold. In some cases, the Company may be notified by one of the Participants in the transaction.

The cost of the service for the sale of shares to third parties is from 5,000 rubles.

Create documents for the sale of an LLC share

A prerequisite the creation of an LLC is the authorized capital, the shares of which are distributed among the participants. At the same time, each founder is free to dispose of his share at his own discretion - to sell, assign or donate. 2016 is rich in changes, especially in the area of selling LLC shares. Amendments to the Civil Code of the Russian Federation and the Federal Law "On LLC" now provide for mandatory notarization of all transactions regarding the alienation of a share of the authorized capital.

Our lawyers have compiled for you step by step instructions on the sale of a share in an LLC to a third party in 2017.

STEP 1. CHARTER VERIFICATION

First, check the Articles of Association of the Company for a ban on the sale of shares to third parties. If the Charter does not contain such a prohibition, then the share can be sold, but it is necessary to observe the pre-emptive rights of the other participants.

If it is prohibited to alienate shares to third parties, the Participant may offer to buy out his share to other participants. If they refuse, demand that the Company redeem the share for its actual value. After the redemption of the share during the year, the Company will need to distribute it.

STEP 2. DETERMINATION OF THE CIRCLE OF PERSONS HAVING THE PRIORITY RIGHT TO PURCHASE A SHARE.

The pre-emptive right, by virtue of the Law, is enjoyed only by the members of the Society. They will be able to purchase a share offered to a third party in proportion to the size of their shares within 30 days from the date of receipt of the offer.

The company receives such a right only if it is prescribed in the Charter. It can use it within 7 days after the expiration of the pre-emptive right of the participants. If the participants and the Company do not exercise their preemptive right, the share can be sold to a third party.

Please note that the Articles of Association may provide for a longer period, both in the first and in the second case.

STEP 3. DETERMINATION OF THE REPURCHASE PRICE

The redemption price of the share is set by the seller and indicated in the offer addressed to the participants and the company.

Remember that it will be possible to sell a share of an LLC to a third party at a price not lower than that set in the offer for the Company and its participants.

STEP 4. SENDING A NOTARIZED OFFER

The participant notifies other participants and the Company of the intention to sell the share by sending an offer with the redemption price and other conditions of sale. An important innovation of 2016 is that according to the new rules, the offer must be notarized. The offer is considered received by all participants when it is received by the Company.

STEP 5. RECEIVING ACCEPTANCES OR REFUSALS FOR THE RIGHT TO SELL A SHARES IN LLC.

Participants have the right not to respond to the offer within 30 days from the date of its receipt, or to refuse in writing. The signature on the waiver must be certified by a notary. If some participants refused, then other participants will be able to buy the remaining share in proportion to the size of their shares. They must be in time before the expiration of the pre-emptive right. Further, the Company itself may exercise its pre-emptive right, if it is provided for by the Charter. After that, you can sell the share to a third party.

The seller may withdraw his offer not later than the day on which the Company received it. After this date, the withdrawal of the offer will require the consent of all participants.

The priority right terminates on the day when:

the period within which the participants and the Company could exercise their pre-emptive right has expired
refusals of all participants and the Company from the pre-emptive right were received.
The articles of association may provide for other rules.

CONCLUSION OF THE AGREEMENT FOR THE PURCHASE AND SALE OF THE SHARE OF LLC

According to the new rule of 2016, the share purchase and sale agreement must be drawn up as a single document and must be notarized, otherwise the transaction will be declared invalid.

Need to collect the following documents for the sale of an LLC share to a third party:

Certificates of OGRN and TIN
Copy of the Charter
Decision or protocol on the establishment of a society
List of founders
Certificate confirming the full payment by the participant of his share
Spouse Consent
Application Form P14001

The transaction is carried out by a notary with the participation of the head of the Company, who certifies copies of the documents of the Company. After the transaction is completed, the notary issues a copy of the application P14001 (the notary sends an application for registration of changes in the company to the Federal Tax Service Inspectorate) and the original Sale and Purchase Agreement to the participants in the transaction.

INTRODUCING INFORMATION TO THE USRLE

From January 1, 2001, the application containing information about the change of the participant is submitted by the notary himself. In this case, the application is submitted to electronic form and is certified by an enhanced qualified electronic signature notary.

Additional amendments to the Articles of Association are required only if all members of the Company are listed in it. The registering authority makes changes related to the composition of participants and the size of their shares in the register of legal entities.

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